Wharton Midmarket Investment Advisors Inc

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client shall sign an Investment Advisory Agreement that details the responsibilities of Wharton
MidMarket Investment Advisors, Inc. and the Client.

A. Fees for Advisory Services
Investment Management
Investment Advisory Fees are paid quarterly in advance pursuant to the terms of the Investment Advisory
Agreement. Investment Advisory Fees are based on the market value of assets under management at the end of
each calendar quarter. Our standard Investment Advisory Fees range from 2.00% to 1.00% based on the following
schedule:

                       Assets Under Management                Annual Rate
                      First $200,000                            2.00%
                      Next $300,000                             1.50%
                      Over $500,000                             1.00%

Investment Advisory Fees in the first quarter of service are prorated to the inception date of the account to the end
of the first quarter. Fees may be negotiable at the discretion of the Advisor. The Client’s fees will take into
consideration the aggregate assets under management with Advisor. All securities held in accounts managed by
the Advisor will be independently valued by the designated Custodian. The Advisor will not have the authority
or responsibility to value portfolio securities.

Ambassador Accounts (“Ambassador”)
The Ambassador Account (“Ambassador”) is a wrap investment advisory account, administered by Raymond
James & Associates (RJA), which offers you, on a non-discretionary basis (or discretionary, provided certain
qualifications are met), the ability to pay an advisory fee on the assets in your account

The standard advisory fees for Ambassador Accounts are as follows:

 Fee-Based Relationship Value        Annualize Fee
 First $1,000,000                    2.25%
 Next $1,000,000 to $2,000,000       2.00%
 Next $2,000,000 to $5,000,000       1.75%
 Next $5,000,000 to $10,000,000      1.50%

                                  WHARTON MIDMARKET INVESTMENT ADVISORS, INC.
                                         27 Brook Road, Woodbridge, CT 06525
                                                 Phone: (203) 606-9696

 Over $10,000,000                   1.25%

The annual asset-based fee is paid quarterly in advance. When an account is opened, the asset-based fee is billed
for the remainder of the current billing period and is based on the initial contribution. Thereafter, the quarterly
asset-based fee is paid in advance, is based on the account asset value on the last business day of the previous
calendar quarter, and becomes due the following business day. Ambassador advisory fees may be negotiable at the
discretion of the advisor.

For purposes of calculating and assessing the asset-based fees please reference the COMPENSATION
CONSIDERATIONS section below.

You authorize and direct RJA when acting as Custodian, to deduct asset-based fees from your account; you
further authorize and direct the Custodian to send a quarterly statement to you which shows all amounts
disbursed from your account, including the fees paid to Wharton. You understand that your brokerage statement
will show the amount of the asset-based fee, the value of the assets on which the fee was based, and the days used
to calculate fees.

You may also incur charges for other services provided by Wharton, through RJA, not directly related to the
advisory, execution and clearing services provided including, but not limited to, IRA custodial fees, safekeeping
fees, charges/interest for maintenance of margin and/or short positions and fees for legal or courtesy transfers of
securities.

Your Agreement may be terminated by you or us at any time upon providing notice pursuant to the provisions of
our Agreement. In the event of termination of your Agreement, we will refund to you the prorated portion of the
fee for the quarter of termination. There is no penalty for terminating your agreement.

There is a minimum initial investment of $25,000 for Ambassador accounts.

Special Consideration
Accounts with no trades, or a very limited number of trades may create a financial incentive and conflict of
interest for a financial advisor to recommend maintenance of the Ambassador account over converting to a
brokerage account (if available) and paying commission on a per trade basis. In making the determination
whether an Ambassador account is appropriate for you, you (in consultation with your financial advisor) should
carefully consider all relevant factors, which may include your past and anticipated trading practices and holdings
of assets, the costs and potential benefits of the program, the level of service provided, and your investment
objectives and goals.

In addition, because some or all of these considerations may change over time, you and your financial advisor
should re-evaluate periodically whether this account is appropriate under the circumstances then prevailing.

COMPENSATION CONSIDERATIONS

Wharton MidMarket Investment Advisors, Inc. offers programs administered or sponsored by RJA through its
Asset Management Services Division. As such, RJA plans are subject to the following asset-based fee provisions:

    •    ACCOUNT VALUE
         For purposes of calculating and assessing asset-based fees, RJA uses the term “Account Value”, which may
         be different than the asset value as reported on brokerage statements provided to you. Pursuant to the
         investment management or advisory agreement, Account Value is defined as the total absolute value of the
         billable securities in the Account, long or short, plus all credit balances, with no offset for any margin or
         debit balances.

                                WHARTON MIDMARKET INVESTMENT ADVISORS, INC.
                                       27 Brook Road, Woodbridge, CT 06525
...

Item 7 – Types of Clients

Wharton MidMarket Investment Advisors, Inc. offers investment advisory services primarily to individuals,
high net worth individuals, trusts, estates, and pension/profit sharing plans in Connecticut and other states. The
relative percentage of each type of Client is available on the Advisor’s Form ADV Part 1. These percentages will
change over time. The Advisor generally does not impose a minimum account size for establishing a
relationship.